Arvind Ltd. — Proxy Solicitation & Information Statement 2024

Feb 6, 2024

6[th] February, 2024

To

BSE Limited Listing Dept. / Dept. of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

Security Code : 500101 Security ID : ARVIND

To

National Stock Exchange of India Ltd. Listing Dept.,Exchange Plaza, 5th Floor Plot No. C/1, G. Block Bandra-Kurla Complex Bandra (E) Mumbai - 400 051

Symbol : ARVIND

Dear Sirs,

Sub.: Notice of Postal Ballot & E- Voting Schedule

Ref.: Regulation 30 read with Part A of the Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Please find enclosed a copy of the Postal Ballot Notice dated 30[th] January, 2024 together with the Explanatory Statement for seeking approval of Members of Arvind Limited (“the Company”) by way of Special Resolution for approval Re-appointment of Mr. Arpit Kantilal Patel as an Independent Director of the Company, by means of electronic voting (remote e-voting) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities & Exchange Board of India.

Further, the calendar of events in connection with the postal ballot is as under:

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Sr.
Particulars Schedule
No.
1 Cut - off Date for identification of voting Friday, 2 [nd] February, 2024
rights of the members
2 Date and time of commencement of Friday, 9 [th] February, 2024 (09:00 a.m.)
remote e-voting
3 Date and time of end of remote e-voting Saturday, 9 [th] March, 2024 (05:00 p.m.)
4 Date of declaration of results of voting Within 2 working days from closure of e-voting.
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Kindly take note of the above and bring this to the notice of all concerned.

Thanking you,

Yours faithfully, For Arvind Limited

KRUNAL Digitally signed by KRUNAL DEVENDRAK DEVENDRAKUMAR BHATT Date: 2024.02.06 15:49:24 UMAR BHATT +05'30'

Krunal Bhatt Company Secretary

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ARVIND LIMITED

(CIN: L17119GJ1931PLC000093)

Regd. Office: Naroda Road, Ahmedabad - 380025.

Phone: 079-68268000, Email: investor@arvind.in, Website: www.arvind.com

Postal Ballot Notice

[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given, pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read together with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) as amended from time to time and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”) and General Circular No. 14/2020 dated 8[th] April, 2020, latest amended by General Circular No. 09/2023 dated 25[th] September, 2023 issued by the Ministry of Corporate Affairs (“MCA Circulars”), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and other applicable laws and regulations, as amended from time to time (including any statutory modification(s) or re-enactment thereof for the time being in force), that the resolution as set out in this notice, is proposed to be transacted by the Members through postal ballot by remote e-Voting only (“remote e- Voting”).

An Explanatory Statement pursuant to Section 102(2) of the Act setting out all material facts relating to the proposed resolution is annexed hereto for your consideration.

The Board has, pursuant to Rule 22(5) of the Rules, appointed Mr. Hitesh Buch, proprietor of M/s Hitesh Buch & Associates, Practicing Company Secretaries, (COP No. 8195) as the Scrutinizer for conducting the voting process through Postal Ballot / E-Voting in accordance with the law and in a fair and transparent manner.

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged National Securities Depository Limited (“ NSDL ”) to provide e-voting facility for its Members. The procedure for e-voting is given in Point No. 7 below in the Notes. The E-Voting facility is available at the link www.evoting.nsdl.com from 09:00 AM on Friday, 9[th] February, 2024 up to 05:00 PM on Saturday, 9[th] March 2024. E-Voting module will be blocked by NSDL at 05:00 PM on Saturday, 9[th] March, 2024 and voting shall not be allowed beyond the said date and time.

The Scrutinizer will submit his Report, in writing, upon completion of scrutiny of E-Voting data provided by NSDL, in a fair and transparent manner. The result on the resolution proposed to be passed through Postal Ballot/E-Voting shall be announced within 2 working days from the closure of e-voting and shall be communicated to BSE Limited and National Stock Exchange of India Limited (“ Stock Exchanges” ) where the equity shares of the Company are listed. The

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results of the Postal Ballot/E-Voting will also be displayed on the Company’s website at https://www.arvind.com/ and on the website of NSDL at www.evoting.nsdl.com.

The last date of the E- Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.

Special Business

Re-appointment of Mr. Arpit Kantilal Patel as an Independent Director of the Company.

To consider and if thought fit, to approve the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’) [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Mr. Arpit Kantilal Patel (DIN: 00059914), who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from 17[th] May, 2019 upto 16[th] May, 2024 and who being eligible for reappointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years on the Board of the Company commencing from 17[th] May, 2024 upto 16[th] May, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

Registered Office: Naroda Road Ahmedabad-380025

Date: 30[th] January, 2024 Place: Ahmedabad

By Order of the Board

R.V. Bhimani Company Secretary Membership No. A6738

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NOTES:

1. The approval of shareholders of the Company is solicited by passing special resolution through Postal Ballot/ E-Voting for businesses set out in this Notice. This Postal Ballot Notice is being sent to all shareholders, whose names appear in the Register of Members / list of Beneficial Owners as received from the Depositories as on Friday, 2[nd] February, 2024 (“ Cut-off Date ”). Members holding equity shares as on the Cut-off Date can cast their vote using remote e- voting facility only. A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only .

2. Explanatory Statement setting out all material facts as required under Section 102 of the Act in respect of the aforesaid special business is appended.

3. Resolution, if approved, by the shareholders by means of Postal Ballot /E-Voting is deemed to have been passed at a General Meeting of the shareholders and the last date of the E- Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.

4. In terms of the MCA Circulars, the Postal Ballot Notice is sent electronically to all the shareholders who have registered their email ids with the Company or Depository Participant(s) as on the Cut-off Date and is also available on the website of the Company at https://www.arvind.com/.

5. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off Date are requested to register their e-mail Ids by sending an e-mail citing subject line as “ AL-Postal Ballot-Registration of e-mail Ids ” to Registrar and Transfer Agent of the Company, i.e., Link Intime India Private Limited at ahmedabad@linkintime.co.in or to the Company at investor@arvind.in with name of registered shareholder(s), folio number(s)/DP Id/Client Id and No. of equity shares held from the email address they wish to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot Notice through remote e-voting facility provided by NSDL.

6. A Member cannot exercise his / her / its vote by proxy on Postal Ballot / E-Voting.

7. Voting through Electronic Means:

The Company is providing remote e-voting facility to its Members to cast their vote by electronic means through E-Voting Platform of NSDL at the link https://www.evoting.nsdl.com/.

The voting period begins at 09:00 AM on Friday, 9[th] February, 2024 and ends at 5.00 PM on Saturday, 9[th] March, 2024. The e-voting module shall be disabled by NSDL for voting thereafter. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. Friday, 2[nd] February, 2024 may cast their vote electronically.

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The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically on NSDL e-Voting system

A. Details on Step 1 is mentioned below:

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’

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section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com

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and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

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• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pcs.buchassociates@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to investor@arvind.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investor@arvind.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at -

step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Mr. Arpit Patel is currently an Independent Director of the Company, Chairperson of the Audit Committee and the Risk Management Committee and also member of Environment, Social and Governance Committee of the Board of Directors of the Company.

Mr. Patel was appointed as an Independent Director of the Company by the Members at the Annual General Meeting of the Company held on 6[th] August, 2019 for a period of 5 (five) consecutive years commencing from 17[th] May, 2019 upto 16[th] May, 2024 and is eligible for re-appointment for a second term on the Board of the Company.

Based on the recommendation of the Nomination & Remuneration Committee (‘NRC’), the Board of Directors at its meeting held on 30[th] January, 2024, proposed the re-appointment of Mr. Patel as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 17[th] May, 2024 upto 16[th] May, 2029, not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

Mr. Arpit Patel, 65, is a renowned Chartered Accountant. He is also a Commerce and Law Graduate and also holds the qualification of Cost and Management Accountant. He carries vast experience in handling assignments ranging from Statutory Audit to Corporate Advisory involving interplay of various laws. He is having more than 40 years of experience practising as a Partner of reputable Chartered Accountancy firms including 8 years with S R Batliboi & Co. LLP (a member firm of EY Global). During his career, he has held several distinguishable posts including as a member of Corporate Law Committee of ICAI, Delhi, as a member of Research and Publication Committee of WIRC of ICAI and as a Technical Reviewer of financial Statements by ICAI.

The NRC, on the basis of performance evaluation of Mr. Patel acknowledged his valuable insight brought in as the Chairman of Audit Committee on account of his expertise in accounting and financial management and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by Mr. Patel during his tenure, recommended to the Board that Mr. Patel’s qualifications and the rich experience in the abovementioned areas meets the skills and capabilities required for the role of Independent Director of the Company.

The performance evaluation of Independent Director was based on various criteria, inter-alia, including upholding ethical standards, corporate governance, independent judgement, knowledge acquired with regard to the Company’s business, understanding of industry and global trends etc.

Further, based on the recommendation of NRC and report of performance evaluation, the Board is of the opinion that Mr. Patel continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as an Independent

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Director of the Company and given contribution made by him during his tenure, his continued association would be of immense benefit to the Company.

The Company has in terms of Section 160(1) of the Companies Act, 2013 (‘the Act’) received a notice from a Member proposing his candidature for the office of Director. The Company has received a declaration from Mr. Patel confirming that he continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). In terms of Regulation 25(8) of the SEBI Listing Regulations, Mr. Patel has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. Mr. Patel has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated 20[th] June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Further, Mr. Patel has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to re-appointment by the Members.

In the opinion of the Board, Mr. Patel fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and that he is independent of the Management. The terms and conditions of the appointment of Independent Directors is uploaded on the website of the Company at https://www.arvind.com/ and would also be made available for inspection to the Members of the Company upto Saturday, 9[th] March, 2024, by sending a request from their registered email address to the Company at investor@arvind.in along with their Name, DP ID & Client ID/Folio No.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Mr. Patel as an Independent Director is now placed for the approval of the Members by a Special Resolution.

The Board commends the Special Resolution set out in the Notice for approval of the Members.

None of the Directors or Key Managerial Personnel (‘KMP’) of the Company or their respective relatives, except Mr. Patel and his relatives, are concerned or interested, financially or otherwise, in the resolution set out in the Notice.

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Disclosures as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India:

DETAILS OF THE DIRECTOR SEEKING RE-APPOINTMENT:

Name of director	Mr. Arpit Kantilal Patel
DIN	00059914
Date of birth	4thJune, 1958
Age	65 Years
Date of first appointment on Board	17thMay, 2019
Educational Qualifications	B.Com, LL.B, CA, CMA.
Brief profile (including expertise in specific functional area)	Mr. Arpit Patel, 65, is a renowned Chartered Accountant. He is also a Commerce and Law Graduate and also holds the qualification of Cost and Management Accountant. He carries vast experience in handling assignments ranging from Statutory Audit to Corporate Advisory involving interplay of various laws. He is having more than 40 years of experience practising as a Partner of reputable Chartered Accountancy firms including 8 years with S R Batliboi & Co. LLP (a member firm of EY Global). During his career, he has held several distinguishable posts including as a member of Corporate Law Committee of ICAI, Delhi, as a member of Research and Publication Committee of WIRC of ICAI and as a Technical Reviewer of financial Statements by ICAI.
Terms and conditions of re- appointment	Re-appointment as an Independent Director for a period of 5 years commencing from 17thMay, 2024 to 16thMay, 2029 (both days inclusive) [Refer the Notice and Explanatory Statement]. Mr. Arpit Patel is not liable to retire by rotation
Details of Remuneration last drawn (FY 2022-23)	Sitting Fees: Rs. 1,30,000/- Commission: Rs. 7,50,000/-
Details of remuneration sought to be paid	Mr. Patel is entitled to sitting fees for attending meetings of the Board/ Committees and commission as approved by the Board of Directors within the overall limit sanctioned by the Shareholders and as prescribed under the Companies Act 2013.

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Directorship in other companies	1. Kantilal Patel And Company Consultancy Private Limited 2. The Anup Engineering Limited 3. Johnson Controls-Hitachi Air Conditioning India Limited
Membership/ Chairpersonship of Committees in other companies (excluding foreign companies)	1. The Anup Engineering Limited:  Audit Committee (Chairman),  Nomination and Remuneration Committee (Chairman),  Stakeholder's Relationship Committee (Member),  Corporate Social Responsibility committee (Member). 2. Johnson Controls-Hitachi Air Conditioning India Limited:  Audit Committee (Member),  Stakeholder's RelationshipCommittee(Member).
Listed entities from which the Director has resigned from Directorship in last 3 (three) years	Nil
No. of Board Meetings attended during FY 2022-23 (upto the date of this Notice)	9 out of 9
Inter-se relationship with other Directors and Key Managerial Personnel of the Company	None
No. of shares held:
(a) Own	_
(b) For other persons on beneficial basis	_

Registered Office: Naroda Road Ahmedabad-380025 Date: 30[th] January, 2024 Place: Ahmedabad

By Order of the Board R.V. Bhimani Company Secretary Membership No. A6738

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